Order of the Dark Mystic Ponies
by Power Master
Summary: Based on 'New Order' from 'Xiaolin Showdown' and set after 'Ben the Warrior', Grimmore had Boris and his gang captured Dark Curse and Shadow Dragon, and control Dark Mystic Ponies. Ben, Rainbow Dash, Rarity and Applejack must stop them.
1. Threat Lives

**Chapter 1: Threat Continues...**

With gaining his lost confidence in controlling his Mystic Prowess and ability in transforming to Hyper Mystic Form, Ben armed himself in helping his friends and family in against his enemies and willing to work hard to save and redeem Shadow Dragon.

At the Ponyville, Ben, Applejack, Rarity and Rainbow Dash encountered the familiar enemies, invading their hometown. Smaug had sent Boris, Boxco and Dum-Dum in dealing with their enemies at once.

"Boris," said Ben, angrily, wielding both Master Sword and Razor Sword, preparing to attack and battle his enemies. He scoffed, "Nice to see you dropping by... in losing."

Rainbow Dash chuckled, "Good one, Ben. This would piece of cake." Rainbow jumped up high, shaking her Magical Nunchucks 3.0 and showing her moves: kicking up in midair, punching and swinging her Nunchucks. She landed on the ground. She smirked. "Compare to my bad counterpart, you are an easy to fight with."

Rarity nodded her head, levitating the giant diamonds, Eternal Styles, in front of her, "Indeed. You boys, should give up while you can. You don't want to embarrass yourself in front of your girlfriend, Trixie."

Boris groaned angrily before shouted: "SHE'S NOT MY GIRLFRIEND!" Boxco and Dum-Dum rolled their eyes in annoyance. Boris groaned angrily, "Oh, how the mighty had fallen?! BEATEN BY BEN MARE FOR FEW TIMES!"

Applejack sighed, holding her Diamond Lasso, "Why don't you give up before you embarrassed yourself?"

Boris groaned angrily. No one gets away with it! He shouted: "Get them! Beaten them to pieces!"

Boxco and Dum-Dum charged at Ben, Applejack, Rarity and Rainbow Dash, while gathering their Unicorn Bursts power on their horns. Applejack, Rarity and Rainbow Dash charged at Boxco and Dum-Dum.

Rarity used her Eternal Styles into their giant size and slammed on both Boxco and Dum-Dum's head hard. Rarity removed them both. Both Boxco and Dum-Dum had their eyes swirling in pain. Rainbow Dash jumped in between Boxco and Dum-Dum. She swung her Magical Nunchucks on air, before swinging them against Boxco and Dum-Dum's face for few times. Both of them were in dizzy states. Rainbow Dash punched on both of them hard.

Applejack took her Boomerang Cowgirl Hat. She swung it right at her enemies. The Boomerang Cowgirl Hat spun hard and harder before it knocked on both Boxco and Dum-Dum for few times before they fell to the ground, unconsciously.

Boris groaned angrily. He turned and pushed Ben to the ground, making him dropped both Master Sword and Razor Sword. Boris started punching hard and quick on Ben's face for few times.

"I'm gonna make you pay! RUNT!" Boris shouted angrily.

Boris gave the hard punch on his left. Ben dodged the attack. Ben knocked Boris's head hard, making him to go back. Ben jumped back up, armed himself to fight with Boris. Boris punched on Ben's head. Ben dodged, swiped his enemy's leg to the ground. Boris dropped to the ground hard. Boris groaned angrily. He quickly got up and attacked Ben for few times, but the young hero dodged the attack in quick speed. Ben then punched Boris's muzzle hard.

Ben clasped his hooves together, creating the golden sphere-like, cried: "Golden Dragon Fireball!"

Ben blasted his Golden Dragon Fireball at Boris's chest hard, pushing him in pushing both Boxco and Dum-Dum back to the ground. They moaned in pain.

Ben smirked, "Just one assurance to get to their heads." He headed to the front of Boris, Boxco and Dum-Dum. "Black Tortoise Style: Earth Goundshaker Crack!" Ben stomped his hoof on the ground hard, creating a crack from his hoof towards Boris and his gang.

The ground cracked and split into two, creating a large hole. Boris, Boxco and Dum-Dum gasped in fear before they screamed in fear. They dropped to the hole. Their screaming echoed across the Ponyville.

_**SLAMMED!**_

Boris, Boxco and Dum-Dum moaned in pain.

"I'LL GET YOU FOR THAT, BEN! I PROMISE YOU THAT!" Boris shouted angrily.

Ben scoffed, "No, you don't, Boris the Chicken."

"I'M NOT A CHICKEN!" Boris shouted back.

Ben, Applejack, Rainbow Dash and Rarity laughed out loud.

* * *

At Friendship Rainbow Kingdom Castle, Ben, Applejack, Rarity and Rainbow Dash reported to Princess Celestia, Tao and Lightning Wisdom, who came in for the visit. Spike and Nyx listened to them. They both smiled happily.

Spike chuckled lightly, "Good one, dad. Boris the Chicken. That should fit for that one."

Nyx giggled happily, "Yeah. I still can't figure it out of why Boris is called the Animal in the first place."

Ben smiled in impressed, turning to his mother, grandfather-figure and friend. He continued, "Thanks to Master Kung Fu, Master Wartiger Armor, my dad, Brave Heart and Altair training, I've gotten more better than before." He breathed in relief, "I'm proud of it."

Rainbow nodded her head, "You said it, Ben. And not to mention, Boris is an easy target to play with since we've got our Rainbow Powers from Tree of Harmony, even though we still haven't gotten our Mystic Magic yet."

"Or Element Evolution," said Rarity, gently, "But the point is... We beat them down for good."

Tao smiled gently, "Indeed. All of you had proven well in increasing and strengthen your skills and power of Friendship. Boris and his gang may have become merely minor threat to you. But the true threat still lives on."

"Three Lords of Equestria," Applejack answered, "Smaug the Superior, Dark Curse the Dark Lord, and Grimmore the Demon God. We definitely need to deal with this first."

"And don't forget about Shadow Dragon," Nyx pointed out, "Even though our Rainbow Power may have help us to beat and defeat some of Dark Mystic Ponies, but some of them were too strong to handle with, like Demon Generals."

Spike nodded his head, "Tell me about it. Apocalypse Ponies, Dark Mystic Ponies and now Grimmore's Army. Man. They're tough army to deal with." He sighed in concern, "Really wish Twilight, Pinkie Pie and Fluttershy could have stay here and help us."

Lightning Wisdom sighed, "I know. But the Jade Emperor require her audience and assistnce to contact Mystic Avatar and Lauren Hope for more guidance. But..." He paused in concern before he continued, "You may have defeated some of your enemies. But they will grow stronger, especially your Dark Counterparts. Ever since they earned their Dark Elements, they slowly grow stronger and now... they gained their Rainbow Darkness Power since they were part of Element of Darkness."

"In English," Phobos asked in concern, coming up the stairs, along with Seeker.

Both Phobos and Seeker went to the kitchen to get the food.

Seeker shrugged, "He said that as long those bad guys had thousands and same abilities but opposite Dark Elements to our guys, we'll be in the same levels, unless we grown stronger and better before they bested us."

Spike sighed, "That make senses."

Princess Celestia looked up, "Our fight with our enemies are not through. We must remain vigilant and confident. Our enemies are not through with us."

Everyone in the room nodded their heads, agreeing with Princess Celestia's opinion.

* * *

At the Safe Haven, Trixie and her gang were not doing very well.

Flim-Flam brothers were rebuilding their RhinoRex Tank 8000, with some wooden sticks and broken steels. It may looked like a rhino, but in bad shaped. It then became a mess, dropping the broken items into pieces. Flim-Flam brother breathed in upset. Diamond Dog scratched their backs, digging their nose and ears. Glida slept on her bed.

Boris, Trixie, Boxco and Dum-Dum watched over their gang.

Boris groaned angrily, "Look at them! They're like pathetic and excusable soldiers! How hopeless is that!"

Trixie, Boxco and Dum-Dum looked at each other in concern and worry.

"Calm down," Trixie said, "We will have our revenge against them... I promise."

Boris groaned angrily, "Ben and his friends think they had beaten me for few times, thinking their Rainbow Power and Mystic Power had help them well." He huffed angrily, "Ben and his pals - Loser! Apocalypse Ponies - LOSERS! Well, except Warring Malice, she's a cool friend. Smaug and Grimmore - Completely LOSERS! Dark Mystic Ponies - They're not bad."

"Um... Boss," said Boxco in concern, "Cool yourself."

Dum-Dum nodded his head, "Yeah. The last thing you get is trouble from the Demon God." He shivered in fear, "He gives me the creeps."

Trixie nodded her head in concern, "Don't remind me. The last thing I want is to get into a trouble with him, especially the insults from Boris."

"Like now?" The creepy and dark voice asked. Boris, Trixie, Boxco and Dum-Dum yelped in shock and fright. They turned and encountered the dark portal of Dark Elf Lord. "You should have heed your friends' warning, Boris. The last thing you want is losing your soul."

Boris gulped in fear, chuckled uneasily, "Sorry..."

Grimmore huffed, "Matters not... I have an important mission for you to do."

"Yeah, what gives."

"I want you captured both Dark Curse and Shadow Dragon," Grimmore ordered. Boris, Trixie, Boxco and Dum-Dum looked confuse and concern. He continued, "Smaug has been trusting on that fool too much... And both Dark Curse and Shadow Dragon hadn't made their moves in attacking or retrieving Ben to our sides... It's like they were waiting for something. I had a little suspicious that they might up to something."

"What?"

"That is where you come in," Grimmore said, "If you can captured them both, then you may have the power to control the Dark Mystic Ponies. Find out of what they're exactly after." He then levitated the small sphere-like in front of Boris, Trixie, Boxco and Dum-Dum. "Use the Prisoner of Sphere. It belonged to Equestrian Eliminator when he infiltrated the enemy's base for... eavesdropping. Once it captured your foes, you can have both position and powers. With that... Dark Mystic Ponies are mine to control... So, Boris... Are you willing to go through with such task?"

Boris thought for the moment, before he smirked evilly, "Yes, I can, boss."

Grimmore smirked, "Good... Then, you may begin your mission when Dark Mystic Ponies make their moves first."

"Yes sir..."

Boris glanced at the Prisoner of Sphere, with an evil smirk of his. Trixie, Boxco and Dum-Dum looked concern and worry. This could be trouble...

* * *

At the Throne Chamber of Dark Mystic Palace, Smaug was talking with both Dark Curse and Shadow Dragon. Dark Curse sat on his throne chair, leaving Smaug and Shadow Dragon to talk with him from standing up.

"You didn't even bother to invade any territory of Equestria," Smaug said, "What is the meaning of this? Does this had to do with Ben Mare?"

Dark Curse breathed in calm, "Do not worry, my lord." Smaug looked suspicious and concern. He continued, "We will attack the Equestria soon, Lord Smaug. I cannot send all Demon Generals to be overconfident and fools in dealing with them. I must be certain and cautious on their abilities and strengths, especially Wielders of Elements of Harmony. But right now, we had more important matters to take care of."

Shadow Dragon nodded his head, "We must deliver Ben Mare to our Dark Side."

Smaug groaned angrily, "How could you still say that?! Ben had denied your request for three times! Do you truly think you can convince him to join our side?!"

Shadow Dragon chuckled lightly, "Leave everything to me and my master. We will succeed. Even it takes some years later."

Smaug smiled, impressed with Shadow Dragon's commitment of the mission. He looked at Dark Curse, who nodded his head.

Smaug smirked, "Very well." He turned to his back, creating his Corridor of Darkness, preparing to leave. He said before left, "Just be sure that you had everything under control. The last thing you want... is Grimmore's temper and playful sides."

Smaug disappeared. Dark Curse groaned in annoyance, hated Grimmore keep disturbing and disrupting his plans of taking over of Mystic Realm. Dark Curse turned to Shadow Dragon, giving him a nod. Shadow Dragon nodded his head, and headed off.

Twilight Moon came out from the East Wing, saw Shadow Dragon, heading off for his mission. She sighed.

"Mom..." Sam asked. Twilight Moon turned to him and Ashley, the white Unicorn with short orange mane and long tail. He asked, "Dad, gone for the mission, has he?"

Twilight nodded her head. Ashley groaned in upset, "Why can't he take us? We are ready."

"Shut it, sis. Unlike you, I've got some major skills than you are, and especially Battle Form."

"Who ask you?!"

"Sam Yin Long! Ashley Twilight!" Twilight Moon shouted, gained her children's attention. She continued, "There is no point of arguing over the matters of going for the mission. You will have your chance. I promise."

Sam and Ashley sighed of annoyance, "Yes, mom..."

* * *

At Hollow's Shade, the land of hollow and creepy place, Seeker arrived on the land, while carrying Ben, Rarity, Applejack, Rainbow Dash, Spike, Nyx and Phobos on his back. They all got off from his back.

"Is this it?" Rainbow Dash asked.

Seeker nodded his head, slowly returning to his smaller size, "You've got that right, kid. The Helmet of Memory is located at somewhere."

Spike groaned, "Not even a little bit of specific."

Rarity sighed, "Great... Just what we need... Walking."

Applejack rolled her eyes in annoyance, "Stop complaining and start walking. The last thing we want is our enemies to have another Mystic Weapon on their sides."

Ben nodded his head, "Let's head off, everypony."

Ben, Applejack, Rarity, Rainbow Dash, Spike, Nyx and Phobos followed Seeker throughout the empty but rocky, stoned and hallow land of Hallow's Shades for few minutes.

Nyx headed to the front. She climbed up to her father's head, looking for any sign of Mystic Weapon. She gasped in shock.

"I spotted it!" Nyx exclaimed.

"And why uh-oh?" Phobos asked in concern.

Ben narrowed his eyes, arming himself in battle position, with his Master Sword held on. Rarity held her Eternal Style. Applejack held her Diamond Lasso. Rainbow Dash held her Magical Nunchucks. Nyx transformed into her Battle Form. Spike, Seeker and Phobos looked scared and concern.

Ben glaring at someone or something, "Because we've got company." From the distance, Ben and his friends looked at his enemies. They were Shadow Dragon, Dragoking the Hydra and WarKnight Destroyer. Shadow Dragon held the ancient helmet-like on his hoof, smirking at his arriving enemies. Ben declared, "That's ours to take, pal!"

Ben and his friends armed themselves in their battle position, preparing to fight. Dragoking growled and snarled in anger. WarKnight Destroyer held his Crimson Lance tightly. Shadow Dragon's Companions were ready to fight.

Shadow Dragon smirked, "I like your spirit, young one." He narrowed his angry and determined eyes, and his voice turned to dark and cruel, "Care to try to take it from me?"

Both Ben and Shadow Dragon glared at each other. They were once mentor and students, they were friends, and they were brothers-in-law... But now... They are the enemies. They are prepared to fight to the end...

_To be continued..._

**Author's Notes:**

And the fight began... Review and Suggest.


	2. Captured

**Chapter 2: Captured...**

Ben, Applejack, Rarity, Rainbow Dash and Nyx armed themselves in preparing to fight against Shadow Dragon, Dragoking and WarKnight Destroyer. Spike and Phobos looked and watched out for Seeker's back.

Shadow Dragon smirked evilly, holding the Helmet of Memory on his hoof, from his enemies. He said, "Perhaps, you can try take the Helmet of Memory from me when my back is turn."

Shadow Dragon turned his back from his enemies, holding the Helmet of Memory.

Rainbow groaned angrily, annoyed by Shadow Dragon's words, "You know who I hate the most, pal? You! You got some nerve of showing yourself up, and want to piece of us."

Rarity nodded her head, "Indeed. It is time for you to test our great powers!"

"Rainbow Power Released!" Applejack, Rarity and Rainbow Dash cried.

Their bodies glowed in bright light, transforming into brighter colors of their respective ones, added by the glittered stars. Applejack's mane and tail were added by red and pink stripes, and wore the green ribbons and had red apple on her cowgirl's hat. Rarity's were added by cyan, purple and yellow stripes. Rainbow Dash's mane turned into spikier and her wings were added by crimson, yellow, blue and purple colors.

"Super Mystic Form activated!" Ben cried.

Ben glowed in bright light, his mane transformed into spikier and his color of Brown became brighter than before. His Super Mystic Form appeared before his enemy. His eyes glowed in bright eyes, summoning three fairies: Ciele, Leaf and Neri. They appeared, readied to fight.

WarKnight chuckled lightly, "So... We meet again, little monsters."

Ciele groaned angrily, "Hey! Watch your mouth, pal!"

Leaf nodded his head, "Yeah! You're talking to Three Fairies of Triforce!"

Neri snarled angrily, "Mess with us, then you're going down!"

Dragoking snarled angrily. He growled loudly and wildly at three fairies. The three fairies yelped and screamed in fear, hugging each other tight, shivered in fear. Why does it had to be fierce and dangerous monsters like Dragoking and WarKnight Destroyer?

Shadow Dragon smirked evilly, took a glance at his back, watching Ben, Applejack, Rarity, Rainbow Dash and Nyx armed themselves, preparing to fight.

Shadow Dragon smirked, "So... We meet again, Ben."

Shadow Dragon whistled out loud, like he was calling someone or some group to assist him in battles.

Dark Mystic Soldiers, Demon Soldiers and Techbots appeared from the black smoke, aiming their guns, swords and spears at their enemies. DJ Red, Clumsy Rat and Shades held their swords tight. Black Tiger armed himself in battle. Tech chuckled evilly, aiming his gun at his enemy. Reaperdeath and Karai held their swords tight. Burnblast the greenish Pegasus with black short tail and his Cutie Mark is black patch, gun and sword, dressed in the Samurai armor and helmet, and Wild Maniac, the bulky and muscular crimson Pegasus with long, wild and spiky blond mane and tail, armed their sword and pike at their enemies.

Ben and his friends were surrounded by their enemies. Knowing their enemies, they won't go down easily.

Spike chuckled uneasily, "Nice army you've got there."

Seeker gulped in concern, shivering his body in fear and concern, watching the event, "Sure hope they won't bite the dragons."

Phobos nodded his head in concern, "Don't need to tell me twice, Seeker. I hate monsters like them."

Ben turned, preparing himself to fight and battle against Shadow Dragon. Ben yelled in anger, charging at Shadow Dragon. Shadow Dragon threw the Helmet of Memory up high.

Ben jumped up and kicked on Shadow Dragon's head. Shadow Dragon dodged down. Ben turned and kicked on uppercut way on Shadow Dragon. Shadow Dragon jumped back off from Ben's attack. Ben groaned in anger, landing on the ground. He then charged at his enemies head on. He punched on Shadow Dragon's head for few times. But Shadow Dragon went back and back away from Ben's punching.

Ben kicked on Shadow Dragon's head, but Shadow Dragon dodged down. Ben punched Shadow Dragon's face, but the Dark Mystic Pony pushed himself back away from the young prince for few times. Ben jumped up and kicked on Shadow Dragon's chest. Shadow Dragon blocked with his bare hoof, pushing Ben away from him.

Ben charged in, jumping up high and swinging his kick on Shadow Dragon's head. Shadow Dragon dodged to his back before Ben's kicking began. Passing Shadow Dragon's dodging, he quickly grabbed Ben's legs, twisting and turning Ben to the front. Ben quickly hovered up before landing on the ground.

The Helmet of Memory fell right on Shadow Dragon's right hoof. Shadow Dragon smirked, stood up properly, like he was expected Ben to do it.

Shadow Dragon commented, "You've learn well, my dear friend. Now show me I don't know."

**_BAM!_**

Shadow Dragon's eyes widened in shock and surprise. He turned and found his body grasped by the giant tentacle. Shadow Dragon turned and encountered the broken mechanical Squid, which was ridden by Boris, Trixie, Boxco, Dum-Dum, Flim-Flam Brothers, Diamond Dogs and Gilda in on machinery.

Dark Mystic Ponies gasped and yelped in shock and surprise. Ben and his friends were in too as well. What on Mystic Boris and his Gang doing here?!

"What the -?!" Rainbow asked in shock. "Was that part of evil plan?!"

Applejack shook her head, "I doubt of that one."

Boris chuckled from within the Squid's machinery, smiling at his enemies, "Caught you now, Earth Pony freak!"

"Yeah!" Boris's Gang cried in joy and victory.

Shadow Dragon, unimpressed by Boris and his gang's attempt, said: "Is this the best you can do, Boris?"

Shadow Dragon threw Helmet of Memory up high, spinning and whirling around. Boris and his gang were in shock and concern. As the Helmet of Memory continued spinning and about to fall, Shadow Dragon punched it hard towards... Boris and his Gang, within the cockpit, knocking their heads hard and quick.

They screamed in shock and fear. The Helmet of Memory broke through the glass, hitting the controls of mechanical Squid to go crazy and haywire. Boris and It then fell to the ground hard. Shadow Dragon landed on the ground safely, as well as the Helmet of Memory landed on Shadow Dragon's left hoof.

"The idea was impressive when setting a trap for your enemies," Shadow Dragon commented, "But as always, lacking the execution and so as Boris and his incompetence fools."

Boris and his gang groaned and moaned in pain. Boris looked up, shaking his head hard and gently, groaning angrily at Shadow Dragon.

"Oh yeah?! We've got something that you freaks don't!" Boris declared.

Shadow Dragon chuckled, "Your sorry broken horn?"

Boris groaned angrily, "No!" Boris took the small sphere-like out, giving a smirk and declare: "Prisoner of Sphere!"

Shadow Dragon's amusing expression turned to shock. Did he just said...?!

With the blink of white light, Shadow Dragon found himself trapped in the giant sphere with strange mechanism on the outside, like a lock. Dark Mystic Ponies and Ben and his friends were in shock and concern.

"Yeah!" Boris shouted in please, bounced for once before landed on the ground. He continued, "Not only I trapped the freak and his master, I got their powers too! Who's the bad?! I'm the bad! Who's the bad?!"

"You're the bad!" Boris's Gang shouted.

"Hold it! Hold it!" Seeker shouted. He took the Ancient Scroll, checking through it, making sure that he doesn't make mistake. He gasped, "Boris's right. The Prisoner of Sphere not only captured its enemies, but also gain the powers from his victims." He turned to his friends, with a shock expression, "Wow... Who would have thought that big lugnut like him could figure that out?"

Spike gulped in concern, "If what Boris said is true... Then that means..."

Boris smirked happily, looking at all of Dark Mystic Ponies, who were in shock and concern. They sighed in defeat, realizing that they have no choice but to obey him since Shadow Dragon and Dark Curse were under Prisoner of Sphere's power and ability.

Boris smirked, "Take them down!"

Burnblast groaned angrily. He turned to his allies and comrades, giving the order: "You heard him! Take those Equestria Ponies down now!"

Burnblast took his guns out, firing his at Ben, who quickly took his Hylian Shield out, blocking the attacks out. Ben took his Hero's Bow, and fired his at Burnblast, who dodged and fired back at his enemies.

Tech, DJ Red, Clumsy Rat and Shades charged at Spike, Seeker and Phobos, who quickly screamed in fear and ran away from the fight. Applejack fought against Wild Maniac with their bare hooves in battling and fighting. Rarity blaster her Unicorn Bursts against Karai, who dodged down and swung her sword against Rarity. Rarity took Eternal Styles as her defense against the enemies. Rainbow Dash swung her Magical Nunchucks in attacking Reaperdeath, who blocked the attack and fought back at Rainbow Dash. Rainbow Dash fought back as well. Nyx and Black Tiger fought against at each other.

Some of Dark Mystic Soldiers, Demon Soldiers and Techbots helped their masters in dealing with the enemies. Ben and his friends fought back hard and quick.

Boris and his gang gotten into the cockpit, raising their mechanical squid up, readied to head off. Its tentacle then grabbed Shadow Dragon's Prisoner of Sphere up.

Boris turned the speaker's up and on, ordered, "Okay, Dark Mystic Ponies! We're done! Home Trip!"

Dark Mystic Ponies stopped and ceased their attacks against their enemies. They grunted, growled and snarled in anger. Some muttered in anger, other grumbled. They turned and followed their new master.

Shades groaned, "I hate this job..."

"Tell me about it," DJ Red said, "This is so gonna ruin my reputation."

Clumsy Rat nodded his head, "Tell me about it. What's next? Servants?"

Tech sighed, "What choice do we have? He has the power of Dark Curse and Shadow Dragon, using Prisoner of Sphere: Controlling us!"

"We know!" Dark Warriors Trio shouted.

Boris smirked happily, turning to the front. He then noticed Shadow Dragon's calm expression, like controlling Dark Mystic Ponies were small concern to him.

"Don't get too comfortable, Boris," Shadow Dragon advised, "Dark Mystic Ponies will have you as their dummy practice."

Trixie gulped in concern of what Shadow Dragon had said.

Boris scoffed, glaring at Shadow Dragon, "Want a bet?! I've win, freak. Grimmore is gonna be happy about this."

Shadow Dragon smirked, making Trixie, Boxco and Dum-Dum looked concern and suspicious on his smiling. It's like he was expected of it.

Boris pointed to the north. Film-Flam brothers nodded their heads, and headed off to the direction, along with Dark Mystic Ponies.

Ben and his friends were in shock and scared to see their dangerous enemy to be capture by Boris and his Gang easily.

* * *

At the Dark Mystic Palace, disturbance had occurred.

Crimson Skull guided Smaug across the hallways of thousands rooms, having a minor discussion, upon entering out of the entrance. Both Smaug and Crimson Skull stopped, seeing the large hall was in mess by thousands spreading rubbish and trash.

Crimson Skull was in shocked. He quickly looked around of his Dark Mystic Castle, and thus, Smaug followed Crimson Skull. They went through Training Hall, Armory Hall, Arena, Mass Hall, Sport's Field, Training Field, Factory and more. The areas were completely in messes.

Crimson Skull saw Flim-Flam brothers were rebuilding the broken and damaged Mechanical Beasts, with the help of Dark Mystic Ponies. Diamond Dogs were eating thousands of meats and snacks. Gilda trained herself in strengthening her strength and ability against Dark Mystic Ponies. Crimson Skull groaned and growled in anger, returned to the second level of the castle, stomping his hooves on the ground hard. He spotted Tech bringing the tool box to Flim-Flam at the factory.

Crimson Skull hide behind the walls and Smaug followed Crimson Skull. Crimson Kull grabbed Tech, when passing the walls by. Crimson Skull held Tech to the wall tight. Tech gulped in fear.

Crimson Skull growled, "You have 10 seconds to explain of what is going on to the Dark Mystic Ponies and why Boris's Gang doing at our home?!"

Tech gulped in concern, before he chuckled uneasily. He knew his father would be very angry sooner or later...

* * *

**_BANG!_**

The door budged into two. Crimson Skull brought both Houndkiller and the loyal Dark Mystic Soldiers with their guns on, preparing to fight and fire. Smaug calmly follow his allies. They entered the Throne Chamber and found Dark Curse and Shadow Dragon trapped in the spheres, and saw Boris sitting on Dark Curse's Throne Chair. Trixie sat besides with him on the left.

"What is the meaning of this?!" Crimson Skull demanded angrily, "How dare you disrespect to our leader?! You dare take his rightful place?!"

Boris smirked, holding the Prisoner of Sphere up high, "With this under my hoof, all of Dark Mystic Ponies will follow my command. Nothing can stop me now... Disrespect me... You all will be executed."

Crimson Skull groaned and growled in anger, muttered and mumbled to himself, as he and his warriors bowed before Boris.

Smaug chuckled lightly, impressed with Boris's confidence and ruled as the King, asked: "And you must be pleased of it... Tell me, who is the one set you up for this task?"

"I did..." The dark and cruel voice said. Everyone looked up, and saw the black fiery portal, revealing Grimmore, appeared before them. They but Dark Curse, Shadow Dragon and Smaug gasped. He smirked and continued, "Dark Curse must be dealt with... He has delayed the attack too long... How long has he tried to persuade Ben to join us? Three times! How long have we achieve in conquering the land?! None! And how long... must we trust this fool?! We mustn't!"

Smaug hummed himself lightly before he said, "So... you decide to take the matters into your hands? By controlling Dark Mystic Ponies under your control? Impressive..."

"Now then... Boris..." Grimmore said, turning to Boris, "Do you have the report? And such as Guildenstern and the Dark Elements? Have you summoned the Demon Generals?"

Boris gulped in concern. He chuckled uneasily, "Here's the thing..."

* * *

_Flashback:_

_At Guildenstern's Lab, Boris, Trixie, Boxco and Dum-Dum budged the door hard into his. They found Guildenstern busily working on his experiments and researches. He turned and found four Equestria Ponies budged in._

_Guildenstern huffed, "What are you doing, Equestria Fools? Can't you see I'm busy?"_

_He turned back to his computer, working on researching and experimentation. Boris and his gang approached to Guildenstern._

_"Well, guess what, Ghoul?" Boris said. Guildenstern turned to Boris. Boris continued, "There is new manager in controlling the area. And that would be me..." Boris looked up proudly, while holding Prisoner of Sphere up, he continued, "With this... Both of your masters were trapped within these spheres. Therefore, you will do as I command. So, tell me, Guildenstern... Where are the Dark Elements? And what plans did your master's been cooking up?"_

_Hearing of what Boris had asked, Guildenstern chuckled lightly and loudly. This had made Boris and his gang looked confuse._

_"Why should I give you that information? My masters never told me the plan, especially why the Dark Elements must be moved..." Guildenstern answered._

_"What?! You moved the Dark Elements?!" Trixie asked angrily, "Where are they?! What have you done to them?! What is your plan?!"_

_Guildenstern smirked, "I've done nothing wrong. I'm just following their order. And thus, I did. You will never find them all..."_

_"Why not?!" Boris demanded._

_Guildernstern remained standing on midair, smiling at Boris and his gang. He yelped and gasped in pain, feeling his chest had been pierced through. He fell to the ground hard. Boris and his gang gasped in shock._

_Guildenstern chuckled weakly, "As you can see... My time... is... Up... You will never find... your answer... mor-tals..."_

_Given the last breathe, Guildenstern fell to the ground hard. Boris and his gang looked shock and concern. Guildenstern committed suicide?!_

* * *

_Boris turned the large computers on, hoping to contact the Demon Generals. Five holographic screens appeared before Boris, revealed the five black figures. Boris smirked evilly._

_"Nice work, Boris," Trixie said. "We've got the Demon Generals' attention."_

_"Generals, I-!" Boris interrupted, upon looking at the messages in front of five black figures. He gasped in shock. He opened them and found some notes on it. He read them: "We are not available in responding to you, Dark Lord. We are in the middle of the battle. Will respond, with the enemies have dealt with. What?! Seriously?!"_

_Trixie sighed of annoyance, "Great... Not even Demon Generals respond to us."_

_Flashback Ends..._

* * *

Boris and his gang looked concern and scared once they reported everything to Grimmore. They gulped in concern, upon looking at the Demon God's angry looks. Grimmore turned to Dark Curse, with his glare.

Grimmore hummed gently, "Dark Curse... You have foreseen my early attack, did you not?"

Dark Curse chuckled lightly, "Come now... I am not your match, Grimmore." He smirked, "In fact, Dark Elements and my plan must remained in confidential, no matter what, and even from you... Guildenstern and Demon Generals knew it too important. Therefore, once they hear something that is not mine, they will not answer. Not even your Prisoner of Sphere could work on them. Tell me, do you know even my plan truly is?"

"I don't have to know. I knew what future you were hoping for... And it come fruition since I'm part of your plan. Would you like to tell?"

"Perhaps not..." Dark Curse answered. Everyone looked suspicious on Dark Curse's answer. He continued, "But what is done... is done. What you look for... cannot be found..."

Grimmore huffed, "In that case, I already knew your role and part of the future. It must be very important. Fear nothing. I won't interfere." He turned to Boris, ordered, "Boris... Do as you please. Attack Rainbow Friendship Kingdom! Be sure not to let your guard down. I don't want my Dark Mystic Ponies to roam freely."

Boris smirked, "Be my guess." Grimmore's portal disappeared. Boris turned to his gang and Dark Mystic Ponies. It's time for his order to move out, "Bonehead! Get your troops ready! We're going out! We're attacking Ponyville and Rainbow Friendship Kingdom!"

Crimson Skull groaned in anger. He nodded his head, turned and headed off. Houndkiller and Dark Mystic Soldiers turned and followed their general. Crimson Skull smirked secretly.

Boris turned to the Dragoking and WarKnight Destroyer, who remained standing still. He ordered, "Alright, you two. You're following me! You hear me?!" Both Dragoking and WarKnight remained in silent. Boris groaned angrily, "Hey! Are you even listening?! I'm your master!"

WarKnight Destroyer huffed angrily, "Do you honestly think we are mindless drones?! You think that we would serve and follow you?!"

Dragoking growled in anger, "Stupid Equestria... Ponies... Very... Stupid..."

Everyone but Smaug, Dark Curse and Shadow Dragon were confused and surprised. WarKnight Destroyer and Dragoking ignored his command?! The Hydra can talk?!

Boxco and Dum-Dum gasped in shock, "Seriously?! They ignored Boris's command?! Dragoking can talk?!"

Trixie gulped in concern, "Something... tells me that these companions are not easy to talk with."

Smaug smirked, "Of course, Trixie... What you see and know, WarKnight and Dragoking can be trusted and gained loyalty to Shadow Dragon when he fought against them for numerous times. Therefore, they cannot be affected by Prisoner of Sphere." Everyone but Dark Curse and Shadow Dragon, turned to Smaug. He smirked, "I should have inform you of that."

Boris gulped in concern, looking at WarKnight Destroyer and Dragoking glaring and growling in anger at him.

WarKnight huffed, "I will give you one chance. Free our masters at once!"

"Suffer... Our Wrath!" Dragoking growled in anger.

Boris groaned in anger, feeling like that he has been fooled and tricked from the beginning. He smirked because he has the plan. He took the Prisoner of Sphere, aiming it at both WarKinight Destroyer and Dragoking. With one blast, the giant sphere appeared, trapping both WarKnight Destroyer and Dragoking within.

WarKnight Destroyer and Dragoking growled in anger, punching and kicking on the sphere's glass hard, but not a single crack sighted. They all glared at Boris and his gang. Boxco and Dum-Dum stuck their tongues out at WarKnight Destroyer and Dragoking. The monsters glared and growled in anger at the ponies.

Boris huffed, "You should have follow my instruction than attacking me, freaks." He turned to his gang, "Trixie, Boxco, Dum-Dum, we're heading out. We're at war with Ben and his stupid friends!"

Trixie, Boxco and Dum-Dum nodded their heads. Boris headed to the front and exited of the entrance, followed by his friends. Smaug smiled gently, looking at his daughter and her friends off to finish and defeating Ben and his friends.

Smaug smirked evilly, "He fell for it..."

Dark Curse nodded his head, "Plans are now in place. It's time to see what happen next..."

Smaug nodded his head. He turned to his east, and found Twilight Moon, Sam and Ashley coming out. They looked angry and upset, seeing Shadow Dragon trapped in the sphere. Twilight Moon gathered her powerful energy sphere on her horn. She was not pleased and happy of it.

Sam and Ashley approached to Shadow Dragon, with their hooves touching on the glass. Shadow Dragon touched back, looking at them with his eyes. Sam and Ashley sobbed in sad and anger.

"You have some explanation to do... My Lord..." Twilight Moon demanded angrily.

Smaug smirked, "I have nothing to do with this..." He turned, looking at Dark Curse and Shadow Dragon. He continued, "They were the ones who made the plans. The first phase is complete. The second phase is on..."

Twilight Moon turned to Shadow Dragon, who smirked evilly, making both Sam and Ashley confuse and curious. Shadow Dragon waved them to come to him. Twilight Moon, Sam and Ashley headed straight to him. He breathed out in front of the window, creating the mist. Shadow Dragon, using his hoof, writing something on the mist.

Twilight Moon, Sam and Ashley looked shock and surprise. They knew what needs to be done. They nodded their heads, turning to the entrance and headed out. The plans Dark Curse, Shadow Dragon and Smaug made was about to come fruition...

_To be Continued..._

_Review and Suggest..._


	3. Consequence

**Chapter 3: Consequence...**

Sam and Ashley entered Guildenstern's Lab, looking around for someone. They spotted the lifeless body of Guildenstern on the floor. They both approached to him, looking at the pale and crack-like face of his.

Ashley placed her hoof on Guildenstern's head, then his neck and and his chest.

Sam stuck his tongue out, giving a weird face, "Yuck! Looking at the mad doctor's face freak me out!"

Ashley groaned angrily, turned and glared at Sam, "Show some respect to him, Sam! He's my teacher and mentor. Not only that, he is one of the most important figures among Dark Mystic Ponies. He is the best inventor and scientist we ever had."

Annoyed, Sam rolled his eyes up, "Oh 'great'."

Ashley continued checking on Guildenstern's body, finding some pulse within him. Feeling big round on his left chest, Ashley smirked. She gently waved her hoof on his chest for third time. She hit on his chest.

Feeling the hit, Guildenstern opened his eyes, and gasped in shock, like waking up from the dead of Underworld.

* * *

Three Days had passed...

At Rainbow Friendship Kingdom, concerns, fears and worries emerged within on Ben, Applejack, Rarity, Rainbow Dash, Spike, Nyx and Phobos, having discussion of how they handled with their enemies since Boris possessed the means of advantage.

"I don't like it," said Rainbow Dash, sliding herself down on her throne chair, "That is so way not cool!"

"Indeed," Rarity agreed, "We are indeed dealing with overwhelming numbers of our enemies. Boris has the advantage in using Dark Mystic Ponies against us. It's impossible for us to defeat him.

"There were some we can, but others -" Rarity blew her mane up, showing her look of grumble old man, "- not."

Applejack nodded her head, "What should we do?"

Ben shrugged, closing his eyes, lying down on his chair. Rubbing below of his muzzle, running some time to think. He opened his eyes, sitting up, looking straight at his friends, "Maybe we shouldn't worry. After all, Boris wouldn't dare to come here, with his 'large' army."

Hearing of what Ben had said, Applejack, Rarity and Rainbow Dash looked at each other, having some mind thinking and wondering. They smiled, nodding their heads.

**_TZANG!_**

Hearing the sound of blades unsheathing, Ben and his friends felt their bodies frozed up and eyes shrunk into smaller sizes as the pinball. Nyx, Phobos and Spike felt their hearts pounding hard and quick as the cheetah's speeding. Their bodies shaken like they were in cold weather.

Ben and his friends turned to the entrance of Rainbow Friendship Kingdom. They gasped in shock, seeing enemies of theirs, arming their swords, pikes and spears at them. They spotted Boris and his gang coming in. Their minds and hearts filled with anger, hatred and rage, glaring at the very enemies they despised.

Ben and his friends came down from their seats, turning to their enemies.

"If you are here for surrender," said Ben, in the tone of anger, "Then, do so. Or suffer the consequence, pal!"

Boris huffed, irritating by Ben's threat, mimicking his 'threat': 'Or suffer the consequence, pal'. He stuck his tongue out at Ben, "As if! Today, Ben..." He smirked, proud and superior, looking at him, "You'll be defeated, and Twilight will be mine..."

Angered by Boris's threat, Ben groaned angrily, magically teleport the Master Sword in front of him. Swooping his hoof on it, he aimed at Boris.

Boris chuckled lightly yet cruelly, "I like to see you try, Ben." He turned to his left, turning to one of Dark Mystic Ponies' Generals: Burnblast, "Take care of them. Send the rest if you need."

Burnblast nodded his head, understanding the order of his 'master'. Annoying...

Boris and his gang turned to their backs and exited out of Rainbow Friendship Kingdom. Burnblast whistled out loud.

**_PUFF!_**

The smoking of blackness emerged from the ground, forming the familiar enemies of Ben and his friends: Wild Maniac, Deathreaper, Karai, DJ Red, Clumsy Rat, Shades, Black Tiger and Tech. They wielded and held their weapons, aiming at Ben and his friends.

Applejack bit from her back, taking out her Diamond Lasso. Rarity, magically, levitated the Eternal Styles. Rainbow Dash took Magical Nunchucks out from her back, spinning hers for a moment. Nyx, magically, transformed into a mare. Spike held his fists up. Ben held his sword up.

Burnblast growled in anger, taking a gun out, blasted at Ben. Ben swung his sword up, pushing the bullet up to the rooftop. Ben looked down. Burnblast charged in, pushing Ben to the kitchen's wall hard. Burnblast punched on Ben's face for third time. Ben, using his head, hit Burnblast's head hard. Ben kicked Burnblast's chest back. Ben jumped up, slammed his sword down on Burnblast. He dodged to his left, unsheathing his sword, charging at Ben, who turned to Burnblast's direction. Both fought and swung their swords hard and quick.

Wild Maniac yelled in anger, raising his hooves up, galloping and kicking on something. He charged at Applejack, pushing and knocking her, breaking the walls to pieces, rubble and debris. Applejack, struggling, jumped up and slammed him down to the ground. Using her elbow, she nudged on him for fourth time. He screamed in pain, using his elbow, nudged Applejack's face hard, giving her a big dizzy. Wild Maniac turned his head back briefly, grabbing her and throwing her to the wall hard. He charged in, punching on Applejack for fifth times, like punching on the dummies. Her head banged his head, and then she punched on his chest for five times. Wild Maniac grabbed and held her hooves tight, pushing her back. Applejack pushed back.

Rarity blasted her Eternal Style at Karai, who dodged the attacks for few times while charging at her. Karai struck her sword at Rarity, who blocked the attacks with her giant diamonds for few times. Rarity, magically, pushed her Eternal Style at Karai. Karai jumped up and over them. She slammed her sword at Rarity. Rarity moved back. A trim of small mane dropped down. Rarity gasped before growled in anger, before charging at Karai to the ground. Rarity and Karai held their hooves tight and pushing hard.

Rainbow Dash swung and slammed her Magical Nunchucks on Reaperdeath's head, but he punched her head hard. She landed her back on the ground. He jumped up, slamming his sword on her head, but she dodged to her right. She punched on Reaperdeath's right, before kicking him out. She grabbed his tail, swinging him around of her, before throwing to the wall. Rainbow Dash swung her Magical Nunchucks at Reaperdeath, who dodged and escaped from her swinging attacks. He jumped up and struck on her to the ground. They both glared at each other, and pushing their weapons at each other.

Nyx, Spike and Phobos blasted her magical Unicorn Bursts and Dragon Flames at Dark Warriors Trio, Black Tiger and Tech.

Black Tiger jumped up and kicked on Nyx's head, but she dodged to her right, before kicking him back. He shook his head hard, before growling in anger. He roared in anger, charging and punching on Nyx, whom quickly jumped up, dodged down, moved to left and right from the direction of the attacks. Nyx kicked on Black Tiger's head, but he grabbed her back leg. He spun her backwards, before kicking her barrel hard to the ground. He punched and kicked at her, but she blocked and stroke back.

DJ Red, Clumsy Rat, Shades and Tech blasted their guns at Spike and Phobos, who screamed for their lives, running away from their enemies and hiding among the rocks and throne chairs. They blasted their Dragon Flames at Dark Warrior Trio and Tech for few times.

Dark Mystic Soldiers and Techbots fought Ben and their friends, and assisting their Generals. Some attacked Ben and his friends with their swords, pikes, spears, axe and more. Others blasted at them.

The battle fought fierce and dangerous!

Ben swung his sword on top of Burnblast, who dodged down, took a gun out from his coat, blasting him to the wall hard. Wild Maniac grabbed Applejack's mane and thrown to the same location as Ben had. Reaperdeath jumped over and kicked Rainbow's head hard to the wall. Karai and Black Tiger jumped and kicked Rarity and Nyx to the wall. Dark Warriors Trio and Tech blasted their guns at both Spike and Phobos to the wall hard.

Dark Mystic Ponies armed their weapons of blades and guns at Ben and his friends, preparing to finish them off.

**_PUFF!_**

White smoke emerged from the ground. Princess Celestia, Tao, Lightning Wisdom and Seeker appeared. Dark Mystic Ponies turned to them, looking at their angry and glaring eyes. They armed their weapons at Princess Celestia, Tao, Lightning Wisdom and Seeker.

Dark Mystic Ponies charged and attacked Princess Celestia, Tao and Lightning Wisdom, while Seeker ran off.

Princess Celestia blasted her Unicorn Bursts against Dark Mystic Ponies, while punching and kicking them out. Tao and Lightning Wisdom punched and kicked some of Dark Mystic Ponies back. Three of them dodged the attacks and blasts from Dark Mystic Ponies.

Wild Maniac charged in, swinging his pike against Tao, while dodging back for few times. From his back, Deathreaper jumped and slammed his sword on Tao's head. Tao turned and grabbed the sword, before punching on Deathreaper's chest hard for few times before he kicked him off. Wild Maniac thrust his pike at Tao's back. Tao jumped over Wild Maniac's back and kicked on Wild Maniac's head for ten times. Tao punched Wild Maniac's head to the ground hard.

Princess Celestia blasted her Unicorn Bursts at Dark Warriors Trio to the wall hard. Tech gulped in concern, before quickly ran off. Princess Celestia turned to Karai, who held her sword. Karai charged in, swinging her sword against Princess Celestia for few around. Princess Celestia fought back. They both dodged the attacks for few moments. Karai thrust her sword on Princess Celestia's barrel. Princess Celestia grabbed the sword's blade hard and tight. Princess Celestia blasted her Unicorn Burst at Karai back.

Lightning Wisdom and Burnblast's fought against each other for few times and dodged the attacks for few times. Lightning Wisdom and Burnblast gave the hard and powerful stroke through their crossing blades before pushing back. Both of them glared at each other, waiting and preparing. They charged in and glaring at each other. Passin by, they gave the hard and quick stroke.

Lightning Wisdom on the right while Burnblast on the left, both remained still and calm like nothing had happened to them. Burnblast landed his front to the ground.

Watching the battlefield, Ben and his friends were in shock and surprise. They quickly headed towards their friends.

Tao dropped his knees to the ground, panted in tired and exhausted. Princess Celestia and Lightning Wisdom helped Tao up gently and kindly.

"Tao," said Ben, "Are you alright?"

Tao nodded his head lightly, "Yes... I am fine. But..." He groaned painfully, feeling his chest pained and hurt. His friends looked concern and worry, looking at him. "The enemies are waiting outside. We must be prepared."

Ben and his friends nodded their heads, knowing Tao was right about the situation and battles.

* * *

Ben and his friends came out from Rainbow Friendship Kingdom, slowly and carefully yet painfully.

**_CLAP!_**

They were in shock and surprise, knowing where the sounds came from. They looked in front, seeing many ponies trembling in fear, like something had spooked them. They saw the burning and ruined homes of their hometown. Ben and his friends looked up and saw Boris and his gang were sitting on their chairs, enjoying their time of eating and drinking. They shown to be in amusement, looking at Ben and his friends.

Boris smirked, "Gotta admit it. You guys, sure got lots of guts in beating Dark Mystic Ponies."

Ben smirked, "What do you expect? You're facing at Alicorn of the Sun, Mystic Councilpony of Light and Mystic Councilpony of Thunder. They've beaten many kinds like you."

Boris waved off in front of him, clearing his throat, "Anyhow. We've got some things to deal with, since we've trashed your place around while you were busy playing with Dark Mystics." He stood up, turned his back away from Ben and his friends. He said, "So long, suckers!"

Ben groaned angrily, preparing to attack. The black smokes emerged, giving Ben a shock and scared. Ben's friends gasped and yelped in shock, watching the event.

The smoke disappeared, revealing Burnblast, Wild Maniac, Reaperdeath, Karai, Black Tiger, DJ Red, Clumsy Rat, Shades, Tech and Dark Mystic Ponies, wearing the scars, bruises and bleeds, glaring at their enemies while holding their weapons.

'So not good!' Ben thought in concern.

Boris laughed evilly, as he and his gang leave the town, trembling and shivering in fear and scared. Dark Mystic Ponies turned and followed their 'masters'. Ponyville was in ruin and left in fear and scared. Ponies shown their concern and fear of what they were facing at.

Ben and his friends looked at each other, wearing the mask of concerns and worries, wondering of how and what they handled the situation.

"I can't believe it," said Rarity, putting her left hoof on her head, "We actually had lost?!" She screamed in fear, "WORST - POSSIBLE - THING - HAPPENED!"

"Tell me about it," agreed Rainbow Dash. She flapped her wings in midair, "Fighting with Boris is one thing, but with those creeps, no way we can win the fight them, saving lives or getting Mystic Weapon!"

Applejack nodded her head in concern, "There's gotta be another way to solve the problem, before it becomes more."

Princess Celestia, Tao and Lightning Wisdom looked at each other before they breathed in concern and fear.

Ben sighed, "If we put Dark Curse and Shadow Dragon back, then everything will be fine."

Everyone gasped in fear of what Ben had said.

Spike grabbed and pulled Ben's tail, making him yelped in pain. Ben turned to Spike. Spike exclaimed, "Ben, are you nuts?! Shadow Dragon is our enemies! He maybe your half-brother-in-law, but he's the bad guy!"

"If you set him free," said Nyx, "Who knows what kind of plans Shadow Dragon had installed?"

Applejack, Rainbow Dash, Rarity, Princess Celestia, Tao and Lightning Wisdom nodded their heads, agreeing with Nyx's concern. Ben breathed in concern, knew it was his only hope to stop Boris.

"But it doesn't have to..." said the voice, taking Ben and his friends' attention. They turned to their back, hearing the voice came from behind. Crimson Skull came out, showing the mask of unpleasant and unhappy face, "But I assure you that only you to decide, Ben."

Ben and his friends armed themselves in preparing to fight. Crimson Skull remained standing, and made no move...

"I am not here to fight," said Crimson Skull, "But to talk."

Ben looked concern and worry of what Crimson Skull had said.

Crimson Skull narrowed his eyes at Ben, "An alliance. To put an end of Boris's stupidity and tyranny of controlling my ponies."

* * *

At the Dark Mystic Palace, Crimson Skull teleported at Guildenstern's Lab. Bringing with him were Ben, Applejack, Rainbow Dash, Rarity, Spike, Nyx and Phobos. Nyx had the Reversing Mirror on her saddlebag, showing her concern and scared looks.

"I still don't like it," said Nyx.

"Yeah, me too," agreed Spike.

Ben breathed in concern, "If I made mistake, that's where you girls come in and help me."

Applejack looked concern and scared, putting her cowgirl's hat gently, "Sounds risky. But worth it."

"Better be," Rainbow holding her Magical Nunchucks Gun mode, aiming around her surroundings.

"Working and allying with Dark Mystic Ponies to stop Boris," said Rarity, "is mostly unexpected."

Crimson Skull approached to the body of Guildenstern, making Ben and his friends suspected of how and what had happened to Guildenstern. Crimson Skull kicked Guildenstern's body hard. Ben and his friends gasped in shock.

"Get up, Guildenstern! Now!" Crimson Skull shouted angrily at the lifeless yet dead Guildenstern. Crimson Skull turned to the patient bed, glaring at it, "You two as well."

Ben and his friends shown concern of it. They knew they had made temporary alliance with Dark Mystic Ponies to get rid of Boris from controlling them, yet Crimson Skull had to be disrespectful to the lifeless Dark Mystic Pony.

Guildenstern's hooves twitched. His hooves raised up like a snake raising from the ground, preparing to strike. Guildenstern's eyes opened rudely, revealing the crimson snake irises like he just had the nightmares. He chuckled evilly and insanely, slowly ascending to the air. He stretched himself out, warming up.

Sam and Ashley came out from the bed's sides, and in front of them.

Nyx gasped, "Sam! Ashley!" She galloped. She jumped and hugged Sam and Ashley down. They giggled and chuckled lightly, "You're both okay!"

Sam smiled, "You betcha, partner."

"Thanks for thinking about us, Nyx," Ashley commented.

Nyx smiled, helping both Sam and Ashley up from the ground. Ben, Applejack, Rarity, Rainbow Dash, Spike and Phobos approached and smiled at Sam and Ashley.

Crimson Skull approached to Guildenstern, "Report."

Guildenstern bowed, "Boris and his gang had yet return to our base." Crimson Skull smirked in impress and glad. Guildenstern continued, "As for Demon Generals, they refused to take order from the pretender, but waiting for the signal of our defeat and victory. They will secure the area and destroyed Boris's worthless and pathetic machines and army. And the Dark Elements had been delivered to all ponies and even us as Dark Curse instructed."

Crimson Skull smirked, "Excellent."

Heard of what Crimson Skull had said, Ben narrowed his angry eyes at his enemies. Ben approached to Crimson Skull, demanded in concern, "What was that about?"

Crimson Skull turned to Ben and said sternly, "That is none of your concerns. You play your part while we play ours."

Ben narrowed his eyes, looking at Crimson Skull's eyes, suspecting something he's hiding from Ben and his friends. Should he trust Dark Mystic Ponies? They were known to be tricky and cunning, and especially Crimson Skull and Guildenstern.

Ben simply nodded his head.

* * *

Ben and his friends followed Crimson Skull, Guildenstern, Sam and Ashley to the Dark Mystic Throne Chamber. They saw the giant spheres of Dark Curse, Shadow Dragon, WarKnight Destroyer and Dragoking, trapped and stuck within. They wore calm and relax faces. They both remained in silent like taking a nap from sitting up. Twilight Moon came out from behind of Shadow Dragon's prison, looking at Ben, with her narrowing eyes.

Twilight Moon knocked gently on the sphere, waking Shadow Dragon and his allies up. Twilight heading towards Crimson Skull and Guildenstern.

Shadow Dragon glanced at Ben, smiled gently, like he was expecting someone, "I didn't realize it's visiting hours."

"I..." Ben, hesitantly, said in both concern and fear, unsure of what he's doing, "I didn't come here for the visit."

Dark Curse narrowed his eyes at Ben, "So, why have you come here?"

Ben took the Reversing Mirror out from Nyx's bag, aiming at four spheres, answered: "To Rescue You! Reversing Mirror!"

Ben's Reversing Mirror glowed in bright white light. Unleashing the electrical surging energy, charging at Prisoner of Spheres of Dark Curse, Shadow Dragon, WarKnight Destroyer and Dragoking.

Four spheres glowed in crimson aura. - CRACK! - The glass cracked, slowly breaking across the glasses of Prisoner of Spheres.

**_BOOM!_**

The Prisoner of Spheres broke into pieces, engulfing the white and black smoke out from within. Ben and his friends looked and glanced at Dark Curse, Shadow Dragon, WarKnight Destroyer and Dragoking, stepping and coming out from within, smiling and smirking at their enemies.

Shadow Dragon turned to Dark Curse, who nodded his head. Shadow Dragon turned to Ben, approaching to his former friend.

"And now there's something I need to do." said Shadow Dragon.

Spike smiled gently, knowing the answer well, "Thank us?"

Shadow Dragon narrowed his eyes at Ben and his friends, "Destroy you."

Ben and his friends gasped in shock and concern.

They looked around. The Shadow emerged from the walls, slowly forming the solid bodies of Dark Mystic Ponies, aiming their weapons at Ben and his friends. Crimson Skull held his gun at them. Twilight Moon gathered her dark navy energy surging on her horn. Guildenstern held his staff at his enemy. Dark Curse chuckled evilly.

Sam and Ashley gasped in shock and concern. Ben and his friends

Ben and his friends were trapped!

_To be continued..._

_Review and Suggest..._


	4. Restoration

**Chapter 4: Restoration...**

Ben and his friends were surrounded by a few Dark Mystic Ponies, who were aiming their weapons at them. Ben and his friends held their weapons at their enemies.

The black portal emerged besides Dark Curse. Smaug came out from the portal, smiling at the battlefield.

Smaug chuckled lightly, "This is most certainly interesting, don't you all agree?"

Ben groaned angrily, before turned to Shadow Dragon, who came down and posing his battle position at his former friend, with his dark smile.

Sam and Ashley groaned angrily. They both galloped towards their father. Feeling their bodies, magically, levitated by someone, they turned to his back. They found his mother's horn glowing. They both gasped in shock. Ashley looked shock and scared. Sam groaned angrily, struggling and shaking his legs hard.

"Mother! How could you?!" Ashley shouted in upset.

"DAD!" Sam cried angrily, looking at his father. "This isn't what we were planning! You told us to gathered the remaining troops, getting ready to get your order back, and that includes Ben to help us!"

Shadow Dragon smirked, "It is, son." Sam looked confuse and concern. Shadow Dragon continued, "The purpose of this plan was not only getting our order back, but to bring Ben and his friends here. So, we can capture them alive."

Ben glared at Shadow Dragon, armed and poses his battle position at Shadow Dragon, who smirked evilly.

"You should have been more careful of whom you trusted, Ben," taunted Shadow Dragon.

Ben groaned angrily, "The thing is... You were my sister's husband." He sighed of upset, hate doing something bad, "I've got no guts to fight my own family, especially a son from someone who is important to me! My own brother-in-law!"

Ben charged at Shadow Dragon. He jumped up, and kicked at Shadow Dragon's face. Shadow Dragon dodged by twisting his body from left to right back of Ben's. Shadow Dragon punched at Ben's back. Ben nudging his elbow back on Shadow Dragon's punch. Ben turned and punched on Shadow Dragon, who blocked and punched back.

Applejack, Rainbow Dash and Rarity armed their weapons: Strength Ribbons, Magical Nunchucks and Eternal Styles. Guildenstern came before them, waved his glowing staff. He blasted it out at them, which they quickly dodged the attack.

On the right side, Applejack, prepared to attack, Houndkiller and Dark Mystic Soldiers jumped and held her to the ground hard. On the front, Rarity found herself in front of the hideous and scary face of Guildenstern. Feeling her heart beaten, Rarity closed her eyes and screamed out loud. Guildenstern placed his skeletal hoof on Rarity's mouth. On the left side, Crimson Skull and his minions held and aimed their blasters at Rainbow Dash. Rainbow Dash groaned angrily, dropped her Magical Nunchucks to the ground.

Nyx, Spike and Phobos gasped in shock. They armed themselves, preparing to attack. Their tails had been pulled and lifted up. They turned and found Dragoking pulling Nyx's tail, while leaving WarKnight Destroyer pulled both Spike's and Phobos's. Sam and Ashley were in shock and scared. How could their family and friends and comrades did such a thing when Ben and his friends had come to rescue them?!

Dark Mystic Ponies surrounded Ben in circle, securing and making sure he didn't plan to escape if he lose to Shadow Dragon.

Shadow Dragon swiped his leg against Ben's, who quickly jumped back for few times. Ben quickly jumped and slamming his elbow on Shadow Dragon, who quickly rolled over before kicking Ben's back hard to other side. Ben stomped his hooves in the ground, twisting his turn to Shadow Dragon. Ben charged at Shadow Dragon, punching and kicking at him, who fought back hard and quick. Shadow Dragon tried grabbing Ben's shoulder. Ben waved shook them off before punching on Shadow Dragon's chest for third time, before kicking him back. Ben charged and punching his both hooves at Shadow Dragon.

Shadow Dragon grabbed and held Ben's hooves tight, glancing and smirking at Ben, "You've learn well from our last encounter."

Ben smirked, "I learned from the best."

"Thank you," Shadow Dragon complimented.

Ben groaned, "I was talking about your dad! He is the reason of why bringing me to meet some original Ultimate Mystic Warriors in the first place! And I've become stronger!"

Ben continued punching on Shadow Dragon's head, chest and legs. Shadow Dragon dodged them in quick move, before grabbing both Ben's hooves when he tried to punch at his chest. Shadow Dragon slammed his head on Ben's, causing him to push back. Shadow Dragon punched on Ben's chest for second time, before kicking him to the ground.

Applejack, Rarity, Rainbow Dash, Spike, Nyx and Phobos gasped, and even Sam and Ashley. With Ben's on the ground, Shadow Dragon jumped over and landed his right hoof on Ben's back to the ground hard. Ben looked up, twitching his head a bit back.

Shadow Dragon smirked, "So, have you reconsidered the offer of joining my side?"

Ben gasped, not again, "No! I have come here to repay the favor!"

"Really? Why 'I', and not 'we'? That is very unlikely of you, Ben. Be honest of yourself, my friend, do you honestly think you had come to help me for my sake or theirs? To stop that foolish Boris?"

Ben gulped in concern, hearing of what Shadow Dragon had said, hesitantly said, "Well... I... I..." Ben shook his head, "I did what I must! For my friends!"

Shadow Dragon chuckled lightly, letting his hoof off from Ben's back. He turned to the front, helping Ben stand on the ground.

"We shall see how honest you really are... Ben." Shadow Dragon smirked happily.

Dark Mystic Soldier came out from the stairs. He then approached both Shadow Dragon and Dark Curse.

Dark Mystic Soldier reported, "Boris and his gang are returning. And they brought the Mystic Weapons they had stolen from Mystic Armory when they breached and broke through the Mystic Portal through Grimmore's Portal Brake Through."

Shadow Dragon smirked, "It looks like you had your ways to get it back, my dear friend. Listen to my instruction carefully, and everything will put the order back to the way it was. Let us see how honest you truly can be."

Ben gasped in shock. Shadow Dragon headed straight to both Smaug and Dark Curse, preparing for the next plan. What does he mean how honest he can be...

* * *

Few minutes or an hour later, Boris, Trixie, Boxco and Dum-Dum walked up of the stairs, arriving on the Throne Chamber. They spotted Dark Curse, Shadow Dragon, Crimson Skull, Houndkiller, Guildenstern, Smaug, Twilight Moon, Sam, Ashley, Dragoking and WarKnight Destroyer in front of them. Trixie, Boxco and Dum-Dum gasped in shock and concern. Boris approached to them.

"Boris!" Trixie, Boxco and Dum-Dum shouted in concern.

"Well, well, well," said Boris, mockingly, ignoring his comrades' concerns, "How's your day, broken Dark Mystics?"

Shadow Dragon smirked, "It goes well, and you?"

"Ha! Greater than before!" Boris exclaimed, "I'd never been so happier than before! I finally beaten Ben and his friends! I am victorious! You, old hags!"

Boris chuckled evilly and wildly, giving Dark Curse, Shadow Dragon, Twilight Moon, Sam, Ashley, Dragoking and WarKnight Destroyer. Boxco and Dum-Dum pointed on Boris's belly, in noticing the situation, yet he continued ignoring.

Smaug looked and groaned annoyingly and angrily, "Care to look around before you speak, Boris?"

Boris stopped laughing, looking around of his surroundings and even Dark Mystic Ponies. Finding both Dark Curse, Shadow Dragon, WarKnight Destroyer and Dragoking were outside of the Prisoner of Spheres.

"Hey... How did you get here when I left you in there?" Boris asked in fear and concern. Both Dark Curse and Shadow Dragon showed their annoyance and anger at Boris. Boris screamed in fear, "Why didn't someone said it?!"

"We did say so!?" Trixie, Boxco and Dum-Dum exclaimed.

Boris screamed in fear, "Grimmore! Grimmore! Grimmore! HELP ME!" Boris found Grimmore did not respond to him, making him to look scared and worry. Boris whined and weep in fear, bowing before Dark Curse and Shadow Dragon, "Please don't hurt me! I bruised easily!"

Trixie, Boxco and Dum-Dum slapped their hooves on their faces hard. Sam and Ashley chuckled and giggled out loud.

Smaug sighed in annoyance, "It's so hard to get a good evil around here."

Twilight Moon approached to Shadow Dragon. She nuzzled her body and head against Shadow Dragon's body gently. She kissed his lips softly. She giggled, "That's what they get for attacking him. How pathetic and stupid they truly are?"

Dark Curse approached to Boris, "Tell me, Boris. Who is truly the victor? You?" He transformed into dragon-serpent head-like with large body with demonic wings, his voice turned into cold, cruel and dark, "Or me?! Be wise of it, traitor."

Boris gulped, "You?"

Dark Curse transformed to his pony form.

Shadow Dragon smirked, "Care to watch how I ended the life of your enemy?"

Ben and his friends came out from the pillars, glaring at Boris and his gang, who gasped in shock and concern.

Ben shook his head, "No. We are here to get what was belong to us." Ben glared at Boris, "I will give you last chance, Boris. Return the stolen Mystic Weapons to us."

"Or we'll gonna kick your flanks, dummy!" Rainbow snapped angrily.

Boris groaned angrily, glaring at Ben and his friends, "So that's how it happened?!" He huffed, "I should have known that you still had stupid belief for Shadow Dragon to be good."

Boris took Blazing Star out from his sack. Trixie, Boxco and Dum-Dum gasped in shock and scared.

Trixie slapped Boris's face hard, "Boris! Have you lost your mind?! You can't win against them, and especially Shadow Dragon! And my father is there too!"

"She's right!" Boxco and Dum-Dum exclaimed in defiance.

Boris scoffed, "Whatever! Blazing Star!"

Boris blasted his blazing fireballs from his Blazing Star at Ben and his friends, as well as Shadow Dragon and his allies.

Dragoking struck his tongue on Twilight Moon's, Sam's and Ashley's legs, pulling and throwing them up to the sky. Twilight Moon, Sam and Ashley screamed in fear while panicking and shaking their legs in fear. They landed on Dragoking's head. WarKnight Destroyer used his lance, blocking and deflecting the attacks. Smaug cast his Force-Field, blocking the attacks. Dark Curse, Shadow Dragon, Ben and his friends dodged the attacks as quick as they can. Trixie, Boxco and Dum-Dum gasped in shock.

Boris groaned angrily, took the Tangled Comb out, aiming at Shadow Dragon, "Tangled Comb!"

Boris fired the Tangled Comb's brush-like into a Medusa's hair, striking and holding Shadow Dragon tightly. For the moment, Shadow Dragon smirked, remaining in calm and firm, letting its hair tighten its grasping on him. Shadow Dragon shook its into pieces.

Boris gulped, feeling that none of Mystic Weapon's beating him, he took and tied his Third-Arm Sash on his belly, "Third Arm Sash?"

Boris's Third Arm Sash lashed and stroke at Shadow Dragon. Shadow Dragon grabbed it tightly, while glaring at Boris. Boris gulped in concern.

Shadow Dragon moved his hoof to his back and then to the front, making Boris received the painful attacks on his head. He got himself spun around when Shadow Dragon swung Boris's Third Arm Sash before slamming at Trixie, Boxco and Dum-Dum hard to the ground, dropping the sack of Mystic Weapons, in front of Ben and his friends, yet leaking Martial Mantis Coin, Tsunami Orb and Cloak of Shadows out to the ground.

Boris and his gang moaned in painfully. Boris looked up and glared at Dark Mystic Ponies, Ben and his friends, "I'm not out yet! Get ready for my minions! My own!"

Shadow Dragon smirked, "I don't think so." He screamed in anger, "NOW!"

Shadow Dragon's screaming echoed across the Dark Mystic Castle, hoping some group listened to his voice.

**_BOOM!_**

The castle shaken like it's having earthquake. The burning flame risen from the ground like something had attacked the village or armory. The screaming and yelling of fear and pain sounded, making Boris and his gang worried.

* * *

On the courtyard and towns of Dark Mystic Palace, Demon Generals and Dark Mystic Ponies charged in, blasting their blasters and guns at Boris's Lava Ponies, while some of them attacked them, with their swords, spears and pikes. Most of Film-Flam's mechanical beasts blown into pieces and engulfed into large smoke.

Film-Flam brothers, Gilda and Diamond Dogs shouted in fear, seeing how strong and angry the Dark Mystic Ponies were. Boris's gang quickly escaped and ran at once through the main entrance, leaving Lava Ponies to fight and battled Dark Mystic Ponies out and off.

* * *

**_BEEP! BEEP!_**

Dum-Dum gasped, took the small pad out, checking it out. He gasped in shock. He turned to Boris and his friends, "Demon Generals are attacking us! Flim-Flam brothers, Glida and Diamond Dogs left us alone!"

"What?!" Boris demanded angrily. He groaned in upset, before slamming his hooves on the ground hard. He glared at Ben and his friends, taking the diamond shaped-like lightning rod of handler, Thorn of Thunder, "This isn't over! Trust me! I'm going to finish you off!"

Applejack, using the rope, grabbed the Thorn of Thunder out of Boris's hoof, onto her hoof. Rainbow Dash, Rarity, Nyx, Spike and Phobos took some of Mystic Weapons up before the enemies got up to me.

Burnblast, Wild Maniac, Dark Warriors Trio, Tech and Black Tiger budged the doors of Throne Chamber, after coming up of the stairs. They gasped in shock and surprise.

"What the hell?!" Burnblast asked in shock, seeing not only his leaders escaped, but his enemies were here as well, "How did Lord Curse and Shadow Dragon escaped?! And what are Ben and his morons doing here?!"

Ben gulped in concern, hesitantly and concern of what Dark Mystic Ponies do next, yet he knew he had to tell them the truth about his purpose of coming to their Dark Mystic Palace. Ben touched the Martial Mantis Coin, which glowed brightly. Ben yelped, turning to his back and found Shadow Dragon had touched it as well.

Shadow Dragon looked at his minions, "It's quite simple. Ben and his friends overheard of the report of your success. They came here to take back Mystic Weapons!"

"WHAT?!" Everyone asked in shock and surprise.

Ben was in deep shock and surprise, hearing of what Shadow Dragon had said before. Shadow Dragon hidden the truth from his own comrades. He looked at Dark Curse, Smaug, Twilight Moon, WarKnight Destroyer, Dragoking, Sam and Ashley remained in silent, and didn't make a sound. Why?

Shadow Dragon glared at Ben, "I challenge you to a Mystic Showdown! I wager Cloak of Shadows. And you?"

Ben shook his head, turning to Shadow Dragon, held the Tsunami Orb up, "I wager Tsunami Orb."

Shadow Dragon continued, "The game is 'Test of Skills', follow the leader's Martial Art Styles. Whoever falls first loses."

Ben nodded his head, "Agreed. Let's do it! Mystic Showdown!"

* * *

With the word, the Dark Mystic Chamber shifted and changed its landscape into mountains and thorns-like.

Ben from the right, and Shadow Dragon from the left, glared at each other. Applejack, Rarity, Rainbow Dash, Spike, Nyx and Phobos stood on right area while Dark Mystic Ponies, Smaug and Boris's Gang stood on the left area.

"Gong Yi Ten Pai!" Shadow Dragon and Ben exclaimed out loud.

"Jumping Tiger, Hidden Monkey!" Ben exclaimed, posing himself like tiger.

Ben jumped on the first top of sharp mountain. He jumped back over and landed on upside down on the second. He then jumped back over on his normal position. He jumped to the fourth mountain, turning to his anti-clock wise due north direction.

Shadow Dragon smirked, "Interesting." He scoffed, "But not so difficult."

Shadow Dragon followed Ben's movement, on the opposite, reaching to the fourth top mountain's due north direction.

From below Shadow Dragon and Ben, Boris scoffed off, "Big deal! I can do that if I wanted it too."

Trixie turned and glared at Boris, "You can't even tied your shoelace without any instruction!"

Boxco looked confuse and concern. He looked at Dum-Dum, who shrugged in confuse and worry.

On the top of the mountain, Shadow Dragon stood himself on top of mountain's sharp peak like a human. He smirked, "Try this one."

"Bison stomping Crane!" Shadow Dragon exclaimed.

Shadow Dragon jumped over Ben, landing on the fourth level of mountain. He jumped in backwards over Ben, landing on fifth, followed by the sixth mountain. He jumped and spun himself over to the seventh mountain.

Ben smirked, "Piece of cake!"

Ben followed Shadow Dragon's movement, reaching to the seventh level of mountain, glaring at Shadow Dragon. Rainbow Dash, Applejack, Rarity, Nyx, Spike and Phobos cheered happily for Ben.

Ben and Shadow Dragon continued calling out their styles while posing them. They jumped to the top of eight from the seventh, and backwards whirling back on the ninth mountain's far sides of both opposite direction. They jumped on the tenth middle mountain. They jumped, spun and whirled themselves over on tenth and eleventh mountains' far side. They climbed on its' edge and walls like walking on the road, before jumping up to twelfth mountain.

Spike whistled, "That is one serious moves."

Rainbow Dash nodded her head, "Tell me about it. No wonder Shadow Dragon trained Ben in the first place. He's the fast learner."

Rarity nodded her head, "I wonder of what they had said of their movement is true."

Applejack shrugged, "Beats me, Rare. Ma's Martial Art Styles are complex for me to understand."

Nyx turned to Sam and Ashley, who were reading the manual book of Martial Art Styles, making sure they heard was correct.

Ben and Shadow Dragon looked at each other, determinedly in winning the showdown.

Shadow Dragon smirked, "You have come far, young one."

Ben scoffed, "Far enough to beat you and win this showdown!"

Shadow Dragon arching his left eye up, suspecting of what Ben said is true. He smirked, stood up like a human, placing his hooves gently touched on each other, "Fly fool lost his sight on cipher tree!"

Shadow Dragon jumped up hard to the air. Ben followed Shadow Dragon. Shadow Dragon took the Cloak of Shadows out, making Ben gasped in shock. Shadow Dragon quickly dived down. Shadow Dragon landed back on tallest mountain's top

Shadow Dragon called: "Cloak of Shadows!" He waved over Ben's landing position.

Ben gasped, missing the landing position, dropping on midair. He screamed out loud. Ben's friends gasped and cried in protesting on Shadow Dragon's trickery.

Ben groaned angrily, quickly need his quick and fast thinking. Ben quickly grabbed on the eighth mountain's top before climbing up on it. Shadow Dragon landed on the eight mountain's top.

Ben scoffed, "Not fool enough, Shadow."

Shadow Dragon smirked in impressed on Ben's determination. Ben jumped down on the small platform of seventh mountain.

"Losing nerve, old friend?" Shadow Dragon asked in amuse.

Ben scoffed, "I don't think so." Shadow Dragon dropped off of eighth mountain's peak. Ben turned to Shadow Dragon's landing position, his whole leg glowed in blue, "Water Tiger Style: Solid Frozen!"

Ben blasted at Shadow Dragon's landing position, turning it into frozen solid form. Upon touching on it, Shadow Dragon gasped, struggling in standing still on the ice. On the end of edge, Shadow Dragon felt his back hoof slipped off, falling his back off the platform. Shadow Dragon screamed in fear.

Ben smirked proudly. Feeling his standing on the platform's edge slipping, making him fell off of it. Ben's friends gasped in shock.

Shadow Dragon taking a glance of his back. He closed his eyes before turned to the front as he continued falling... falling... falling...

The screamed of fear not sounded but silent...

With his left hoof touching on the ground, Shadow Dragon stood like a statue on the upside down position. Ben landed on the small mountain's peak, glancing at Shadow Dragon.

Shadow Dragon sighed, "It appears... You win."

Ben smirked, "Yes, it is."

With the Showdown reached its conclusion, the mystical land shifted and changed back to its original forms.

* * *

Dark Mystic Soldiers were in shock, seeing Shadow Dragon lost the showdown to Ben and his friends, who had the Mystic Weapons back. Ben's friends cheered happily and complimented to him about his victory. Nyx and Spike hugged Ben's neck.

Shadow Dragon breathed in disappointment deeply, "Again we meet, again we come to no conclusion."

Rainbow groaned angrily, "What the hay are you talking about?! Ben win the Showdown fair and square!"

Rarity nodded her head, "Indeed. I don't know what were you talking about before, but Ben won it in honest way."

"We've got what we need," Applejack said, heading towards the entrance door, along with Phobos and Spike. She called out, "Let's go."

Shadow Dragon sighed, "If you say so..."

With most of his friends headed out of Dark Mystic Chamber, Ben smiled and bowed before Shadow Dragon, "Thank you."

Ben turned and headed out. With Ben headed out, Shadow Dragon smirked in impress. He turned to his master and his comrades.

Shadow Dragon smirked, "Everything has gone according to our plan."

Dark Curse nodded his head, "Indeed. Thanks to Smaug's convincing on Grimmore's help, we had the result. And our order has return to us."

Crimson Skull and Guildenstern nodded their heads in impress. Sam and Ashley looked confuse and concern, and even Boris and his gang. Grimmore's portal appeared in front of his allies and comrades.

"And... what kind of result you are receiving," Grimmore asked.

Shadow Dragon turned to Grimmore, "Ben's Darkness. His opposite power has finally appeared to its peak when he didn't tell the truth for saving and rescuing us from the Prisoner of Spheres."

"Say what?!" Boris asked in shock. Trixie, Boxco and Dum-Dum. Boris groaned angrily, "So, I'm just a lapdog to you?! Seriously?! Unbelievable! I thought Grimmore and Dark Curse hate each other so much!"

Smaug chuckled lightly, "But with me to liaise between Dark Mystic Ponies and Grimmore's Army. And this mean, I have the result of what I need." He turned to both Grimmore and Shadow Dragon, and said: "If what Shadow Dragon had said is true since the very day Ben learned the truth and today, then his darkness slowly reaching its peak. Then, the Dark Triforce Awakening Prophecy will come true..."

Dark Curse nodded his head, "Since the last thousand years ago, Shadow Dragon had brought destruction and darkness upon on both realm, the darkness of Triforce Elements was created. The prophecy spoken that if the wielder choose the path of darkness, then he shall bring destruction upon on both realm."

Grimmore smirked, "Combining with the Element of Darkness, nothing can stop us..."

Trixie gulped in concern, "Then... what about Dark Elements of Disharmony?"

Smaug smirked, turning to his daughter and allies, said: "They were within in every comrade we had. And this mean... we are in match against the enemies. This means... We will win the war very soon, comrades. Equestria will fall before our might."

Trixie, Ashley and Sam looked concern and scared of what Smaug had said. Smaug chuckled evilly and out loud. Grimmore, Dark Curse and Shadow Dragon smirked in impressed. Dark Mystic Ponies smirked evilly.

* * *

Returning to Rainbow Friendship Kingdom, Ben and his friends had give all of Mystic Weapons to Mystic Tao and Lightning Wisdom.

Ben sighed in concern. Noticing Ben's concern, Spike turned and asked, "Ben? What's wrong?"

"I don't know, guys," Ben answered, "But I can't help but wonder... Why? Why would Shadow Dragon help us?"

Rainbow Dash shrugged, "No idea. Maybe he feels like it."

Applejack shook her head, "I doubt of that one, Rainbow. Shadow Dragon never helped us, unless he has the reason to do, like saving our lives when we return Sam to his home, and then came from our 'Happy Lunar New Year'."

"I had to agree with Applejack about this," agreed Rarity. "All we did is to help and free Shadow Dragon and Dark Curse from their prison. What else could they after?"

Phobos shrugged, "Maybe they just want to prank on us? As usual."

Nyx shook her head, "I don't know, Phobos. That was unlikely for Dark Mystic Ponies to lose the battles, unless they achieve on something. The only failure they had... was my father's refuse to join his force."

Ben gasped in concern, hearing of what Nyx had said, feeling like he may have the answer. It was right under his nose from the beginning of his mission.

_'Could Shadow Dragon be after me? Could he be possible of getting me to join his side?'_Ben asked in concern of his thought,_'If it is, then why he failed? What is exactly he's planning?'  
_  
Ben's mind filled with anxious and concern, as well as his doubts and ill-feeling about his enemy. His body transparently glowed in darkness, and his Triforce Cutie Mark glowed in purplish colors...

The End...

**Main Casts:**  
Jason Marsden: Ben Mare, Shadow Dragon  
Ashleigh Ball: Applejack, Rainbow Dash, Leaf  
Tabitha St. German: Rarity, Nyx's Battle Mode  
Cathy Weseluck: Spike  
Daveigh Chase: Nyx  
Chris Sanders: Phobos  
Lathan Gaines: Dark Curse  
Tim Curry: Smaug the Superior, Grimmore  
Tara Strong: Twilight Moon, Sam Yin Long  
Ashley Johnson: Ashley Twilight  
Kirk Thornton: WarKnight Destroyer  
Dee Bradley Baker: Dragoking the Destroyer  
Crispin Freeman: Boris  
Kathleen Barr: Trixie  
James Arnold Taylor: Boxco  
Richard Steven Horvitz: Dum-Dum  
Nicole Oliver: Princess Celestia  
Sab Shimono: Mystic Tao  
Michael Sinterniklaas: Lightning Wisdom  
Wayne Knight: Seeker  
Liam O'Brien: Crimson Skull  
Neil Ross: Guildenstern

**Minor Characters:**  
Adam Baldwin: DJ Red  
Clancy Brown: Clumsy Rat  
James Sie: Shades  
Danny Cooksey: Tech  
Ron Paulson: Ciele  
Vyvan Pham: Neri

**Author's Notes:**

Okay. It is done. Next preview, **_Fearsome Four Strikes_**: When Mystic Weapons reacted strangely, and so did Devil Destroyer, Wild Maniac and Maskdevil, Mane Six, Spike and Nyx learned the dark secrets and faith of fourth member of Fearsome Four. Mane Six and Dragon Kingdom must stop and defeat all of four of them before they could create massive destruction.

Review and Suggest...


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